-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rLrgfLdkU7ziFp96mggMBHOBgK6EgKuErZfHWH0T1igSvrVqxLXY8Q3m4oL0caSB 25WiAtR3Wlv5PwWyTjLgkQ== 0000950150-94-000555.txt : 19940617 0000950150-94-000555.hdr.sgml : 19940617 ACCESSION NUMBER: 0000950150-94-000555 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREYERS GRAND ICE CREAM INC CENTRAL INDEX KEY: 0000352305 STANDARD INDUSTRIAL CLASSIFICATION: 2024 IRS NUMBER: 942967523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33877 FILM NUMBER: 94534550 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NESTLE HOLDINGS INC CENTRAL INDEX KEY: 0000923122 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 060944681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NESTLE USA, INC STREET 2: 800 NORTH BRAND BLVD CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185497050 MAIL ADDRESS: STREET 1: C/O NESTLE USA INC STREET 2: 800 N. BRAND BLVD CITY: GLENDALE STATE: CA ZIP: 91203 SC 13D/A 1 AMEND #1 TO SCH 13D,SCH I & EXHIBIT LIST THERETO 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* DREYER'S GRAND ICE CREAM, INC. (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) 26187810 (CUSIP Number) James H. Ball, Esq. with a copy to: Senior Vice President, Secretary Mary Ellen Kanoff, Esq. and General Counsel Latham & Watkins Nestle Holdings, Inc. 633 West Fifth Street c/o Nestle USA, Inc. Suite 4000 800 North Brand Boulevard Los Angeles, California 90071 Glendale, California 91203 (213) 485-1234 (818) 549-7050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 14, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 26187810 Page 2 of 10 Pages 1 NAME OF PERSON NESTLE HOLDINGS, INC. 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER 5,000,000 NUMBER OF SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON O WITH 9 SOLE DISPOSITIVE POWER 5,000,000 10 SHARED DISPOSITIVE POWER O 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4% 14 TYPE OF PERSON REPORTING* CO * SEE INSTRUCTIONS BEFORE FILLING OUT 3 SCHEDULE 13D CUSIP No. 26187810 Page 3 of 10 Pages 1 NAME OF PERSON NESTLE S.A. 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND 7 SOLE VOTING POWER 5,000,000 NUMBER OF SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 5,000,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4% 14 TYPE OF PERSON REPORTING* CO * SEE INSTRUCTIONS BEFORE FILLING OUT 4 ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of Common Stock, $1.00 par value per share (the "Shares"), of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 5929 College Avenue, Oakland, California 94618. This first amendment to the Schedule 13D jointly filed by the Reporting Persons (as defined in Item 2, below) on May 16, 1994 amends and restates in its entirety such Schedule 13D and reflects the interests of the Reporting Persons with respect to the Shares as of Closing (as defined in Item 4, below). ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Nestle Holdings, Inc., a Delaware corporation ("Holdings") and Nestle S.A., a corporation organized under the laws of Switzerland ("Nestle" and, together with Holdings, the "Reporting Persons"). Holdings is a wholly-owned subsidiary of Nestle. Holdings is principally engaged in the business of holding United States operating subsidiaries which produce and distribute food and beverage products. The address of its principal business and principal office is Five High Ridge Park, Stamford, Connecticut 06905. Nestle is a holding company which holds interests in worldwide operating companies which: manufacture and sell food and beverage products throughout the world; engage in research and development activities; manufacture and sell cosmetic products; and develop, manufacture and sell pharmaceutical products. The address of its principal business and principal office is Avenue Nestle 55, CH-1800 Vevey, Switzerland. For information with respect to the identity and background of (i) each executive officer and director of Holdings and (ii) each executive officer and director of Nestle, see Schedule I attached hereto. During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Holdings borrowed the $106,000,000 used for its purchase (as described in Item 5, below) of the Shares and warrants to purchase Shares (the Series A Warrants exercisable for 1,000,000 Shares and the Series B Warrants exercisable for an additional 1,000,000 Shares, collectively referred to herein as the "Warrants") from an indirect wholly owned subsidiary of Holdings. If and when Holdings chooses to exercise the Warrants, it is presently expected that the $64,000,000 required to be paid by Holdings for the Shares issuable upon the exercise of such Warrants (the "Warrant Shares") will be obtained from the working capital of Holdings or borrowed from one of Holdings' wholly owned subsidiaries. Should the circumstances set forth in the Purchase Agreement (as defined in Item 4, below) occur which would require Holdings to pay up to an additional $10,000,000 with respect to the Shares and Warrant Shares purchased by it, it is presently expected that such funds will be obtained from the working capital of Holdings or borrowed from one of Holdings' wholly owned subsidiaries. Page 4 of 10 Pages 5 ITEM 4. PURPOSE OF TRANSACTION. Holdings acquired the 3,000,000 Shares and the Warrants (and may be acquiring up to 2,000,000 Warrant Shares and additional Shares if Holdings' rights of first refusal under the Right of First Refusal Agreements (as defined in Item 6, below) and preemptive rights (as described in Item 6, below) are exercised) for investment purposes. A significant aspect of Holdings' investment analysis with respect to its acquisition of such securities related to the concurrent distribution relationship established between an affiliate of Holdings and the Issuer pursuant to the Distributor Agreement entered into by such affiliate, Nestle Ice Cream Company ("NICC"), and the Issuer, on June 14, 1994 (the "Distributor Agreement"). Pursuant to the Distributor Agreement, the Issuer will distribute NICC's ice-cream novelty products in key domestic markets. The execution of such agreement by NICC and the Issuer satisfied a condition to closing under the Purchase Agreement, which closing occurred on June 14, 1994 after the satisfaction of certain customary closing conditions ("Closing"). Holdings entered into a Stock and Warrant Purchase Agreement dated as of May 6, 1994 with the Issuer (the "Purchase Agreement"), pursuant to which Holdings is subject to a number of so-called "standstill" restrictions, including limitations on the number of the Shares which Holdings can beneficially own, such ownership limitations ranging from 25% to less than 35% of the Shares on a Fully Diluted (as defined in the Purchase Agreement) basis depending upon the circumstances and certain conditions described in the Purchase Agreement and Right of First Refusal Agreements (the "Standstill Restrictions"). Holdings is also subject to various restrictions on its ability to sell the Shares (the "Transfer Restrictions"). Holdings presently intends generally to maintain the percentage beneficial ownership of the Shares permitted under the Standstill Restrictions. However, subject to the Standstill Restrictions and Transfer Restrictions and depending on general market and economic conditions affecting the Issuer and Holdings' view of the prospects for the Issuer and other relevant factors, Holdings may purchase additional Shares or dispose of some or all of its Shares from time to time in open market transactions, private transactions or otherwise. See Item 6, below, for additional information with respect to the Standstill Restrictions. Also See Item 6, below, for discussion of Holdings' (i) preemptive rights and (ii) rights of first refusal with respect to certain Shares. In connection with Holdings' internal processes and deliberations relative to the Purchase Agreement and its initial discussions with the Issuer, Holdings considered the desirability of acquiring control of the Issuer at some point in the future, although Holdings has no intention to seek control of the Issuer at the present time or in the near future. Holdings has made no decision concerning acquiring control of the Issuer beyond such point in the future and any such decision will depend upon circumstances existing at the time. The Purchase Agreement provides that so long as Holdings beneficially owns 10% or more of the Shares on a Fully Diluted basis, Holdings will be entitled to nominate to the Issuer's Board of Directors that number of nominees which bears the same proportion to the total number of the Issuer's directors as the number of Shares owned by Holdings bears to the total number of Shares of the Issuer then outstanding. Holdings is entitled to a minimum representation on the Issuer's Board of Directors of two directors. Holdings has not yet determined the identity of its two nominees to the Issuer's Board of Directors. Prior to Closing, each of Holdings and the Issuer filed a Notification and Report Form for Certain Mergers and Acquisitions with the Federal Trade Commission and the Department of Justice pursuant to Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Shares acquired by Holdings under the Purchase Agreement and the Shares that may be acquired by Holdings under the Warrant Agreement (as Page 5 of 10 Pages 6 defined in Item 6, below) and Right of First Refusal Agreements. Early termination of the applicable waiting period with respect to such filing was granted on June 6, 1994. Such grant of early termination satisfied a condition to Closing. Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, has any present plans or proposals with respect to any material change in the Issuer's business or corporate structure or any other action referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Upon entering into the Purchase Agreement on May 6, 1994, Holdings had the right to acquire beneficial ownership of 5,000,000 Shares (which included the 2,000,000 Warrant Shares issuable if and when the Warrants are exercised) upon Closing. Currently, Holdings may be deemed to beneficially own 5,000,000 Shares, 3,000,000 of which were acquired by Holdings upon Closing and 2,000,000 of which are issuable if and when the Warrants are exercised. Such 5,000,000 Shares constitute approximately 27.4% of the total number of Shares outstanding as of June 10, 1994, after giving effect to the 3,000,000 Shares issued to Holdings under the Purchase Agreement and assuming that the 2,000,000 Warrant Shares have been issued (based upon an aggregate of 13,281,361 Shares outstanding as of June 10, 1994, as set forth in a legal opinion delivered to Holdings by counsel to the Issuer upon Closing). Nestle may be deemed to beneficially own the 5,000,000 Shares held or beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, beneficially owns any Shares. Holdings has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the Shares beneficially owned by it. Nestle may be deemed to have the sole power to vote or direct the vote, and to dispose or direct the disposition of, the Shares beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, has the power to vote or to direct the vote, or to dispose or to direct the disposition of, the Shares beneficially owned by Holdings. Pursuant to the terms of the Purchase Agreement, Holdings purchased at Closing, at an aggregate price of $96,000,000 ($32.00 per Share), 3,000,000 newly issued Shares and, at an aggregate price of $10,000,000 ($4.00 per Series A Warrant and $6.00 per Series B Warrant), Warrants exercisable for 2,000,000 Warrant Shares to be newly issued upon such exercise. If within five years from Closing the average of the quoted prices of the outstanding Shares for 130 consecutive trading days equals or exceeds $60.00 (subject to equitable adjustment) per Share, then Holdings has agreed to pay an additional $2.00 (subject to equitable adjustment) for each of the 3,000,000 Shares (and to the extent purchased, the 2,000,000 Warrant Shares) purchased by it under the Purchase Agreement and Warrant Agreement. Page 6 of 10 Pages 7 Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, has engaged in any transaction during the past 60 days in any securities of the Issuer. Holdings has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by it. Nestle may be deemed to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Holdings. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 5, the Purchase Agreement sets forth Holdings' agreement to purchase 3,000,000 Shares and the Warrants. The Purchase Agreement also contains the Standstill Restrictions referred to in Item 4. Pursuant to such restrictions, Holdings has agreed, among other things and except in certain circumstances, (i) not to purchase any Shares if the effect of such purchase would be to increase its beneficial ownership of Shares to more than 25% of the outstanding Shares on a Fully Diluted basis, (ii) not to engage in the solicitation of proxies and (iii) not to make any acquisition proposals. The Standstill Restrictions terminate on the earlier of the tenth anniversary of Closing or one year after Holdings beneficially owns less than 1% of the Issuer's outstanding Shares on a Fully Diluted basis. Such restrictions are also subject to earlier termination if, among other things, the Issuer pursues an extraordinary transaction or a third party acquires, in certain circumstances, beneficial ownership of 20% or more of the then outstanding Shares. After termination of the Standstill Restrictions, Holdings has agreed not to acquire beneficial ownership of 35% or more of the outstanding Shares on a Fully Diluted basis except pursuant to an offer for all of the outstanding Shares at the same price per share. The Purchase Agreement also contains the Transfer Restrictions referred to in Item 4. Pursuant to such restrictions, Holdings has agreed not to transfer any Shares for three years without the Issuer's consent, except in certain circumstances. Such transfer restrictions are subject to earlier termination: (i) upon the death, resignation or removal of T. Gary Rogers, Chairman and Chief Executive Officer of the Issuer, and William F. Cronk, III, President of the Issuer, (ii) upon the sale of 50% or more of the Shares beneficially owned as of May 6, 1994 by either (A) T. Gary Rogers and William F. Cronk, III or (B) T. Gary Rogers (in both cases, excluding the Shares owned by the Rogers and the Cronks (both as defined below) which are purchased by Holdings pursuant to the Right of First Refusal Agreements), (iii) if the Issuer commits certain breaches leading to termination of the Distributor Agreement or (iv) under certain other circumstances. Under the Purchase Agreement, Holdings has been granted certain preemptive rights pursuant to which, in the event of a sale by the Issuer of Shares or certain other securities for cash, Holdings may purchase from the Issuer the amount of such Shares or securities required in order for Holdings to maintain the same percentage of beneficial ownership of the Issuer before and after such sale. Holdings has also been granted the right to nominate directors to the Issuer's Board of Directors. See Item 4, above, for discussion of such right. Page 7 of 10 Pages 8 Pursuant to the Purchase Agreement, Holdings entered into a warrant agreement with the Issuer on June 14, 1994 (the "Warrant Agreement"). The execution of such agreement by Holdings and the Issuer satisfied a condition to Closing. Pursuant to the Warrant Agreement, the Warrants purchased by Holdings are exercisable at a price of $32.00 per Warrant Share, subject to certain anti-dilution adjustments. Further, subject to certain conditions and anti-dilution adjustments, the Issuer has the right to cause Holdings to exercise the Warrants (i) at $24.00 per Share at any time prior to 5:00 p.m., Los Angeles time on June 14, 1997 and (ii) at $32.00 per Share at any time prior to the expiration of the relevant Warrants if the average of the quoted prices of the outstanding Shares for 130 consecutive trading days equals or exceeds $60 (subject to equitable adjustment) per Share. Pursuant to the Purchase Agreement, if within five years from Closing the average of the quoted prices of the outstanding Shares for 130 consecutive trading days equals or exceeds $60.00 (subject to equitable adjustment) per Share, then Holdings has agreed to pay an additional $2.00 (subject to equitable adjustment) for each of the 3,000,000 Shares (and to the extent purchased, the 2,000,000 Warrant Shares) purchased by it under the Purchase Agreement and Warrant Agreement. The Series A Warrants exercisable for one million Warrant Shares expire at 5:00 p.m., Los Angeles time on June 14, 1997 and the Series B Warrants exercisable for an additional one million Warrant Shares expire at 5:00 p.m., Los Angeles time on June 14, 1999. In satisfaction of another condition to Closing, Holdings, on June 14, 1994, entered into right of first refusal agreements with each of T. Gary Rogers and his affiliates (the "Rogers") and William F. Cronk, III and his affiliates (the "Cronks") (the "Right of First Refusal Agreements"). Under such agreements, Holdings has rights of first refusal with respect to any Shares beneficially owned by the Rogers and the Cronks as of Closing and thereafter. As of Closing, the Rogers and the Cronks beneficially owned 1,763,730 and 1,073,901 Shares, respectively, that will be subject to such rights of first refusal. Pursuant to the Purchase Agreement, Holdings' exercise of its rights of first refusal is an exception to the 25% beneficial ownership standstill limitation, but is subject to Holdings not beneficially owning 35% or more of the Issuer's shares on a Fully Diluted basis after giving effect to the purchase of Shares pursuant to the exercise of such rights. Holdings, however, has the unrestricted right to sell Shares in order to permit the full exercise of its rights of first refusal. In satisfaction of another condition to Closing, Holdings, on June 14, 1994, entered into a registration rights agreement with the Issuer (the "Registration Rights Agreement"). Pursuant to such agreement, Holdings has certain registration rights with respect to the Shares purchased by it under the terms of the Purchase Agreement and the Shares that may be purchased by it under the terms of the Warrant Agreement and Right of First Refusal Agreements. In satisfaction of another condition to Closing, the Issuer, on May 6, 1994, entered into an agreement amending its registration rights agreement with certain affiliates of General Electric Company relating to certain registration rights granted to those affiliates with respect to the Shares (the "GE Amendment"). This amendment provides for consistent treatment of Holdings, on the one hand, and the affiliates of General Electric Company, on the other hand, with respect to "demand" and "piggyback" registrations of certain Shares beneficially owned by each of them. In satisfaction of another condition to Closing, Holdings, on June 14, 1994, entered into agreements with each of the Rogers and Bank of America National Trust and Savings Association ("BOA") and the Cronks and BOA (the "Bank Consents"). Pursuant to such agreements, BOA conditionally consented to the grant by each of the Rogers and the Cronks of the rights of first refusal pursuant to the Right of First Refusal Agreements and the exercise of Holdings' rights thereunder. The Bank Consents were necessary because the Shares beneficially owned by each of the Rogers and the Cronks had been previously pledged to BOA to secure certain indebtedness. Page 8 of 10 Pages 9 In satisfaction of another condition to Closing, the Issuer, on April 18, 1994, entered into an agreement amending its distribution agreement with Ben & Jerry's Homemade, Inc. ("Ben & Jerry's") (the "Ben & Jerry's Consent"). It was necessary to enter into this agreement so that the Issuer will not be required to pay a termination or other fee to Ben & Jerry's as a result of Holdings' acquisition of the beneficial ownership of Shares pursuant to the Purchase Agreement or as contemplated by the Warrant Agreement and Right of First Refusal Agreements. In satisfaction of another condition to Closing, the Issuer, on June 14, 1994, entered into an agreement (the "Rights Agreement Amendment") amending its rights agreement (the "Rights Agreement") with First Interstate Bank of California. Pursuant to such Rights Agreement Amendment, Holdings, subject to certain conditions, became an exempted person under the Rights Agreement thereby allowing Holdings and its affiliates and associates to acquire any of the Shares without causing the rights issued pursuant to the Rights Agreement to become exercisable. The above descriptions of the Purchase Agreement, Warrant Agreement, Right of First Refusal Agreements, Registration Rights Agreement, GE Amendment, Bank Consents, Ben & Jerry's Consent and Rights Agreement Amendment set forth in this Item 6 and in Items 4 and 5 are summaries, and the complete text of each such agreement is set forth in Exhibit 10.1 which is incorporated herein by reference. Except as set forth herein, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 10.1 Stock and Warrant Purchase Agreement dated as of May 6, 1994 by and between Nestle Holdings, Inc. and Dreyer's Grand Ice Cream, Inc. (Exhibit 2.1(1)). 24 Power of Attorney. 99 Joint Filing Agreement dated as of June 16, 1994 by and between Nestle Holdings, Inc. and Nestle S.A. relating to the filing of a joint statement on Schedule 13D.
____________________________ (1) Incorporated by reference to the designated exhibit to the Issuer's Current Report on Form 8-K filed under Commission File No. 0-14190 on May 6, 1994. Page 9 of 10 Pages 10 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. NESTLE HOLDINGS, INC. By: /s/ James H. Ball -------------------------------------- Name: James H. Ball Title: Senior Vice President, Secretary and General Counsel NESTLE S.A. By: /s/ James H. Ball -------------------------------------- James H. Ball, attorney-in-fact for Name: H.P. Frick Title: Senior Vice President and General Counsel of Nestle S.A. Dated: June 16, 1994 Page 10 of 10 Pages 11 SCHEDULE I NESTLE HOLDINGS, INC. EXECUTIVE OFFICERS AND DIRECTORS
Name Present Business Address Present Principal Occupation Citizenship ---- ------------------------ ---------------------------- ----------- Executive Officers ------------------ Joseph M. Weller Nestle Holdings, Inc. President and Chief Executive Officer United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 James H. Ball Nestle Holdings, Inc. Senior Vice President, Secretary and United States c/o Nestle USA, Inc. General Counsel 800 North Brand Boulevard Glendale, CA 91203 Mario A. Corti Nestle Holdings, Inc. Senior Vice President Switzerland c/o Nestle USA, Inc. (Finance) 800 North Brand Boulevard Glendale, CA 91203 Alexander Spitzer Nestle Holdings, Inc. Senior Vice President United States Five High Ridge Park (Tax) Stamford, CT 06905 Kenneth L. Jalen Nestle Holdings, Inc. Vice President and Treasurer United States c/o Nestle USA, Inc. 30003 Bainbridge Road Solon, OH 44139 Simon Jones Nestle Holdings, Inc. Vice President United Kingdom Five High Ridge Park Stamford, CT 06905 Mark E. Siegal Nestle Holdings, Inc. Vice President United States Five High Ridge Park Stamford, CT 06905 Directors --------- Timm F. Crull Nestle Holdings, Inc. Chairman of Nestle Holdings, Inc. United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Reto F. Domeniconi Nestle S.A. Executive Vice President, Switzerland Avenue Nestle 55 Finance, Control and Administration CH-1800 Vevey of Nestle S.A. Switzerland Robert D. Carpenter Nestle S.A. Senior Vice President of Nestle S.A. United States Avenue Nestle 55 CH-1800 Vevey Switzerland
12 NESTLE S.A. EXECUTIVE OFFICERS AND DIRECTORS
Name Present Business Address Present Principal Occupation Citizenship ---- ------------------------ ---------------------------- ----------- Executive Officers ------------------ Helmut Maucher Nestle S.A. Chairman and Chief Executive Germany En Bergere Officer CH-1800 Vevey Switzerland Reto F. Domeniconi Nestle S.A. Executive Vice President Switzerland Avenue Nestle 55 Finance, Control and CH-1800 Vevey Administration Switzerland Peter Brabeck Nestle S.A. Executive Vice President Austria Avenue Nestle 55 Strategic Business Group 2 CH-1800 Vevey Switzerland Jose Daniel Nestle S.A. Executive Vice President Spain Avenue Nestle 55 Pharma & Cosmetics CH-1800 Vevey Purchasing and Export Switzerland Felix R. Braun Nestle S.A. Executive Vice President Switzerland Avenue Nestle 55 Zone 3 CH-1800 Vevey Switzerland Timm F. Crull Nestle Holdings, Inc. Chairman of Nestle Holdings, Inc. United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Michael W.O. Garrett Nestle S.A. Executive Vice President Austria/ Avenue Nestle 55 Zone 2 United Kingdom CH-1800 Vevey Switzerland Rupert Gasser Nestle S.A. Executive Vice President Switzerland/ Avenue Nestle 55 Strategic Business Group 1 Austria CH-1800 Vevey Switzerland Ramon Masip Nestle S.A. President and Chief Operating Spain Avenue Nestle 55 Officer - Food CH-1800 Vevey Switzerland B.E. Suter Nestle S.A. Executive Vice President of Switzerland Avenue Nestle 55 Nestec Ltd. CH-1800 Vevey Research & Development Switzerland Philippe H. Veron Nestle S.A. Executive Vice President France Avenue Nestle 55 Zone 1 CH-1800 Vevey Switzerland
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Name Present Business Address Present Principal Occupation Citizenship ---- ------------------------ ---------------------------- ----------- Directors --------- Helmut Maucher Nestle S.A. Chairman and Chief Executive Germany En Bergere Officer of Nestle S.A. CH-1800 Vevey Switzerland Rainer E. Gut Credit Suisse Chairman of the Board of Credit Switzerland P.O. Box Suisse CH-8021 Zurich Switzerland Fritz Leutwiler Leutwiler and Partner AG President of Leutwiler and Switzerland Genferstrasse 2 Partner AG CH-8002 Zurich Switzerland Bruno de Kalbermatten Bobst S.A. Chairman and Chief Executive Switzerland Case postale Officer of Bobst S.A. CH-1001 Lausanne Switzerland Fritz Gerber "Zurich" Compagnie d' Assurances Chairman of the Board of "Zurich" Switzerland Mythenqual 2 Compagnie d' Assurances CH-8002 Zurich Switzerland Pierre A. Lalive University of Geneva Attorney and Professor at Switzerland 20, rue Senebier University of Geneva CH-1211 Geneve 12 Switzerland Jean-Pierre Meyers L'Oreal Director of L'Oreal France 41, Rue Martre F-92117 Clichy-Cedex France Lucia Santa Cruz Sutil Chilean Catholic University of Professor of Modern History at Chile Santiago de Chile Chilean Catholic University of El Rincon 12334 Santiago de Chile La Dehesa Santiago de Chile Stephan Schmidheiny Anova Holding S.A. Chairman of the Board of Anova Switzerland Hurdnerstrasse 10 Holding S.A. CH-8640 Hurden Switzerland Vreni Spoerry Claridenstrasse 3 Vice President Schweizer Verband Switzerland CH-8810 Horgen Volksdienst Switzerland Member of Swiss Parliament Robert Studer U.B.S. Group President of the U.B.S. Group Switzerland Bahnhofstasse 45 CH-8001 Zurich Switzerland
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Name Present Business Address Present Principal Occupation Citizenship ---- ------------------------ ---------------------------- ----------- Paul A. Volcker James D. Wolfensohn Inc. Chairman of James D. United States 599 Lexington Avenue Wolfensohn Inc. New York, NY 10022 Walter G. Frehner Societe de Banque Suisse Chairman of the Board of Societe Switzerland Aeschenplatz 6 de Banque Suisse CH-4002 Basel Switzerland Peter Bockli Bockli & Thomann Law Professor and Lawyer at Switzerland Case postale 2348 Bockli & Thomann CH-4002 Basel Switzerland David de Pury ABB Asea Brown Co-Chairman of the Board of ABB Switzerland Boveri AG Asea Brown Boveri AG Case postale 8131 CH-8050 Zurich Switzerland
15 EXHIBIT LIST
No. Description --- ----------- 10.1 Stock and Warrant Purchase Agreement dated as of May 6, 1994 by and between Nestle Holdings, Inc. and Dreyer's Grand Ice Cream, Inc. (Exhibit 2.1(1)). 24 Power of Attorney 99 Joint Filing Agreement dated as of June 16, 1994 by and between Nestle Holdings, Inc. and Nestle S.A. relating to the filing of a joint statement on Schedule 13D.
____________________________ (1) Incorporated by reference to the designated exhibit to the Issuer's Current Report on Form 8-K filed under Commission File No. 0-14190 on May 6, 1994. EX-24 2 POWER OF ATTORNEY 1 EXHIBIT 24 NESTLE S.A. POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints James H. Ball, Esq. as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of Nestle S.A. (the "Company"), Schedule 13D and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D and Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned on behalf of the Company is no longer required to file Schedule 13D or Forms 3, 4, and 5, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of May, 1994. /s/ H.P. Frick -------------------------------------- H.P. Frick Senior Vice President and General Counsel EX-99 3 JOINT FILING AGREEMENT 1 EXHIBIT 99 JOINT FILING AGREEMENT We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by either of us will be, filed on behalf of each of us. NESTLE HOLDINGS, INC. By: /s/ James H. Ball --------------------------------------- Name: James H. Ball Title: Senior Vice President, Secretary and General Counsel NESTLE S.A. By: /s/ James H. Ball --------------------------------------- James H. Ball, attorney-in-fact for Name: H.P. Frick Title: Senior Vice President and General Counsel of Nestle S.A. Dated: June 16, 1994 -----END PRIVACY-ENHANCED MESSAGE-----